L-1 Identity Solutions adjusts merger agreement with Digimarc

By Lisa Kerner

Charlotte, N.C., July 17 - L-1 Identity Solutions, Inc. and Digimarc Corp. amended their previously announced merger agreement to give Digimarc shareholders $12.25 per share.

The adjusted offer price is based on the number of shares of Digimarc common stock expected to be outstanding at the expiration of the tender offer, an L-1 news release said.

Digimarc stockholders will also receive shares in DMRC Corp., which will hold Digimarc's digital watermarking business and Digimarc's cash as of the completion of the transaction.

Total cash consideration to be paid by L-1 for 100% of the issued and outstanding capital stock of Digimarc remains unchanged at $310 million.

If the total price paid to Digimarc stockholders exceeds $310 million, then DMRC will pay L-1 a cash amount equal to the excess at the closing of the merger.

The companies agreed that if the total price is less than $310 million, then Digimarc, as a wholly owned subsidiary of L-1, will pay DMRC a cash amount equal to the shortfall closing.

In June, L-1 signed an amended definitive merger agreement to acquire Digimarc's ID systems business for $310 million in cash, up from L-1's original stock and cash offer of $250 million.

Digimarc's board of directors unanimously approved L-1's tender offer for the company and recommended that the shareholders of Digimarc tender their shares.

L-1's identity solutions are designed to protect personal privacy. The company is based in Stamford, Conn.

Digimarc is a secure identity solutions provider based in Beaverton, Ore.

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